QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Form N-Q is to be used by management investment companies, other than small business investment companies registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than 60 days after the close of the first and third fiscal quarters, pursuant to rule 30b1-5 under the Investment Company Act of 1940 (17 CFR 270.30b1-5). The Commission may use the information provided on Form N-Q in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-Q, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-Q unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

THIRD AVENUE FUNDS

Privacy Policy

Third Avenue Funds (the “Funds”) respect your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms and from the transactions you make with us, our affiliates, or third parties. We do not disclose any information about you or any of our former customers to anyone, except to our affiliates (which may include the Funds’ affiliated money management entities) and service providers, or as otherwise permitted by law. To protect your personal information, we permit access only by authorized employees. Be assured that we maintain physical, electronic and procedural safeguards that comply with federal standards to guard your personal information.

Proxy Voting Policies and Procedures

The Funds have delegated the voting of proxies relating to their voting securities to the Funds’ investment adviser pursuant to the adviser’s proxy voting guidelines. A description of these proxy voting guidelines and procedures, as well as information relating to how a Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, is available by August 31 each year (i) without charge, upon request, by calling (800) 443-1021, (ii) at the website of the Securities and Exchange Commission (“SEC”) at http://www.sec.gov, and (iii) on the Funds’ website www.thirdave.com.

Schedule of Portfolio Holdings—Form N-Q

The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Form N-Q is available on the SEC’s website at http://www.sec.gov, and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Third Avenue Trust
Third Avenue Value Fund
Portfolio of Investments
at July 31, 2014
(Unaudited)

Principal			Value
Amount ($)		Security^†	(Note 1)

Corporate Bonds & Notes - 0.28%
		Consumer Products - 0.28%
	20,878,714	Home Products International, Inc., 2nd Lien, Convertible, 6.000% Payment-in-kind Interest, due 3/20/17 (b) (c) (d) (e)	$	6,649,871
		Total Corporate Bonds & Notes (Cost $20,878,714)		6,649,871
Claims - 1.24%
		Securities Brokerage - 1.24%
	63,101,500	Lehman Brothers Holdings, Inc., SIPA Claims (a)		29,559,109
		Total Claims (Cost $26,502,630)		29,559,109

Shares
Common Stocks & Warrants - 87.16%
		Agricultural Equipment - 2.09%
	1,018,513	AGCO Corp.		49,611,768
		Asset Management - 6.88%
	3,034,813	Bank of New York Mellon Corp. (The)		118,479,100
	1,007,504	Brookfield Asset Management, Inc., Class A (Canada)		44,985,054
				163,464,154
		Automotive - 4.57%
	417,265	Cie Generale des Etablissements Michelin (France)		45,773,645
	1,292,093	Toyota Industries Corp. (Japan)		62,948,531
				108,722,176
		Consumer Products - 0.00%#
	526,368	Home Products International, Inc. (a) (b) (c) (d)		26,318
		Depository Institutions - 6.65%
	1,626,949	Comerica, Inc.		81,770,457
	5,644,398	KeyCorp		76,425,149
				158,195,606
		Diversified Holding Companies - 11.11%
	3,543,000	Cheung Kong Holdings, Ltd. (Hong Kong)		68,448,984
	145,287	Investor AB, Class B (Sweden)		5,222,920
	177,414,880	Lai Sun Garment International, Ltd. (Hong Kong) (a) (c)		25,668,586
	561,726	Pargesa Holding S.A. (Switzerland)		47,547,150
	1,982,750	RHJ International S.A. (Belgium) (a) (d)		9,616,391
	21,351,000	Wheelock & Co., Ltd. (Hong Kong)		107,656,464
				264,160,495

			Value
Shares		Security^†	(Note 1)

		Financial Insurance - 0.01%
	37	Manifold Capital LLC (a) (b) (c) (d)	$	259,000
		Insurance & Reinsurance - 3.96%
	108,073	Alleghany Corp. (a)		44,726,011
	127,500	Olympus Re Holdings, Ltd. (Bermuda) (a) (b) (d)		76,500
	81,699	White Mountains Insurance Group, Ltd. (Bermuda)		49,420,542
				94,223,053
		Manufactured Housing - 4.78%
	1,590,793	Cavco Industries, Inc. (a) (c)		113,566,712
		Materials - 0.73%
	823,994	Canfor Corp. (Canada) (a)		17,449,463
		Non-U.S. Real Estate Operating Companies - 6.19%
	16,132,000	Hang Lung Group, Ltd. (Hong Kong)		86,512,612
	9,552,566	Henderson Land Development Co., Ltd. (Hong Kong)		60,593,053
				147,105,665
		Oil & Gas Production & Services - 14.27%
	990,300	Apache Corp.		101,664,198
	1,245,606	Devon Energy Corp.		94,043,253
	2,771,698	EnCana Corp. (Canada)		59,730,092
	1,299,649	Total S.A. (France)		83,820,286
				339,257,829
		Securities Brokerage - 3.49%
	9,883,700	Daiwa Securities Group, Inc. (Japan)		82,983,436
		Semiconductor & Related - 2.73%
	708,123	Intel Corp.		23,998,288
	2,336,868	NVIDIA Corp.		40,895,190
				64,893,478
		Software - 2.31%
	2,322,155	Symantec Corp.		54,942,187
		Steel & Specialty Steel - 4.87%
	1,432,345	POSCO, ADR (South Korea)		115,776,446
		Telecommunications - 2.28%
	16,284,090	Vodafone Group PLC (United Kingdom)		54,227,744
		U.S. Real Estate Operating Companies - 3.98%
	1,221,894	Tejon Ranch Co. (a) (c)		34,946,168
	200,255	Tejon Ranch Co., Warrants, expire 8/31/16 (a) (c)		452,576
	1,886,790	Weyerhaeuser Co. (f)		59,094,263
				94,493,007

See accompanying notes to the Portfolios of Investments.

Third Avenue Trust
Third Avenue Value Fund
Portfolio of Investments (continued)
at July 31, 2014
(Unaudited)

			Value
Shares		Security^†	(Note 1)

Common Stocks & Warrants (continued)
		Utilities - 5.12%
	5,956,007	Covanta Holding Corp.	$	121,621,663
		Water Treatment Facilities and Chemicals - 1.14%
	1,180,000	Kurita Water Industries Ltd. (Japan)		27,114,399
		Total Common Stocks & Warrants (Cost $1,573,270,411)		2,072,094,599

Investment
Amount ($)
Limited Partnerships - 0.01%
		Insurance & Reinsurance - 0.01%
	1,805,000	Insurance Partners II Equity Fund, L.P. (a) (b)		108,321
		Total Limited Partnerships (Cost $0)		108,321
		Total Investment Portfolio - 88.69% (Cost $1,620,651,755)		2,108,411,900
		Other Assets less Liabilities - 11.31%		268,967,695
		NET ASSETS - 100.00%	$	2,377,379,595
		Investor Class:
		Net assets applicable to 621,919 shares outstanding	$	38,170,906
		Net asset value, offering and redemption price per share	$	61.38
		Institutional Class:
		Net assets applicable to 38,037,694 shares outstanding	$	2,339,208,689
		Net asset value, offering and redemption price per share	$	61.50

Notes:

ADR:	American Depositary Receipt.
SIPA:	Securities Investor Protection Act of 1970.
(a)	Non-income producing security.
(b)	Fair-valued security.
(c)	Affiliated issuers - as defined under the Investment Company Act of 1940 (ownership of 5% or more of the outstanding voting securities of these issuers).
(d)	Security subject to restrictions on resale.

Shares/						Market
Principal			Acquisition			Value
Amount ($)		Issuer	Date	Cost		Per Unit
	526,368	Home Products International, Inc.	5/30/07	$	54,667,471		$0.05
$	20,878,714	Home Products International, Inc. 2nd Lien, Convertible, 6.000% Payment-in-kind Interest, due 3/20/17	3/16/07- 4/1/14		20,878,714		31.85
	37	Manifold Capital LLC	9/24/97-11/10/06		37,712,514		7,000.00
	127,500	Olympus Re Holdings, Ltd.	12/20/01		11,944,342		0.60
	1,982,750	RHJ International S.A.	10/19/05-3/14/07		38,543,748		4.85

At July 31, 2014, these restricted securities had a total market value of $16,628,080 or 0.70% of net assets of the Fund.

(e)	Payment-in-kind (“PIK”) security. Income may be paid in additional securities.
(f)	Security is a Real Estate Investment Trust.
†	U.S. issuer unless otherwise noted.
#	Amount represents less than 0.01% of total net assets.

Country Concentration

	% of
	Net Assets
United States		44.29	%
Hong Kong		14.68
Japan		7.28
France		5.45
Canada		5.14
South Korea		4.87
United Kingdom		2.28
Bermuda		2.08
Switzerland		2.00
Belgium		0.40
Sweden		0.22
Total		88.69	%

See accompanying notes to the Portfolios of Investments.

Third Avenue Trust
Third Avenue Small-Cap Value Fund
Portfolio of Investments
at July 31, 2014
(Unaudited)

			Value
Shares		Security^†	(Note 1)

Preferred Stocks - 0.36%
		U.S. Real Estate Investment Trust - 0.36%
	76,750	Excel Trust, Inc., 8.125%	$	2,000,872
		Total Preferred Stocks (Cost $1,919,828)		2,000,872
Common Stocks - 99.65%
		Asset Management - 1.80%
	214,432	Legg Mason, Inc.		10,174,798
		Auto Parts and Services - 1.99%
	210,400	Cooper Tire & Rubber Co.		6,078,456
	143,740	Standard Motor Products, Inc.		5,181,827
				11,260,283
		Bank & Thrifts - 7.27%
	89,071	City National Corp.		6,702,593
	172,239	Commerce Bancshares, Inc.		7,761,089
	67,200	Cullen/Frost Bankers, Inc.		5,239,584
	169,563	Prosperity Bancshares, Inc.		9,856,697
	154,801	UMB Financial Corp.		8,766,381
	283,775	Valley National Bankcorp		2,718,564
				41,044,908
		Chemicals & Industrial Materials - 6.30%
	329,116	Axiall Corp.		14,096,039
	53,141	Minerals Technologies, Inc.		3,085,898
	182,724	Stepan Co.		8,792,679
	420,036	SunCoke Energy, Inc. (a)		9,589,422
				35,564,038
		Consulting and Information Technology Services - 9.04%
	175,189	ExlService Holdings, Inc. (a)		4,914,051
	286,592	FTI Consulting, Inc. (a)		10,592,440
	637,466	Genpact Ltd. (Bermuda) (a)		11,219,402
	210,303	ICF International, Inc. (a)		7,270,175
	167,539	ManTech International Corp., Class A		4,523,553
	145,065	Syntel, Inc. (a)		12,529,264
				51,048,885
		Consumer Products - 3.14%
	237,959	Blucora, Inc. (a)		4,061,960
	42,490	Cal-Maine Foods, Inc.		3,025,288
	147,715	CST Brands, Inc.		4,938,112
	153,458	VCA, Inc. (a)		5,722,449
				17,747,809
		Diversified Holding Companies - 6.54%
	63,408	Ackermans & van Haaren NV (Belgium)		7,687,413
	579,165	Dundee Corp., Class A (Canada) (a)		9,571,746
	1,980,031	JZ Capital Partners, Ltd. (Guernsey)		14,641,886
	203,082	Leucadia National Corp.		5,018,156
				36,919,201

			Value
Shares		Security^†	(Note 1)

		Electronic Components - 3.09%
	110,073	Electronics for Imaging, Inc. (a)	$	4,850,917
	202,611	Ingram Micro, Inc., Class A (a)		5,814,936
	258,850	Insight Enterprises, Inc. (a)		6,799,989
				17,465,842
		Energy Services - 3.82%
	165,879	Era Group, Inc. (a)		4,445,557
	68,926	SEACOR Holdings, Inc. (a)		5,235,619
	154,252	SemGroup Corp., Class A		11,889,744
				21,570,920
		Forest Products & Paper - 1.28%
	302,611	P.H. Glatfelter Co.		7,202,142
		Healthcare - 2.47%
	203,900	Patterson Cos., Inc.		7,954,139
	55,907	Teleflex, Inc.		6,023,420
				13,977,559
		Industrial Capital Equipment Manufacturers - 1.63%
	421,279	Rofin-Sinar Technologies, Inc. (a)		9,196,521
		Industrials - 0.87%
	127,000	United Stationers, Inc.		4,899,660
		Industrial Equipment - 8.87%
	236,800	Actuant Corp., Class A		7,643,904
	126,606	Alamo Group, Inc.		6,017,583
	165,971	EnerSys, Inc.		10,527,541
	18,575	LB Foster Co., Class A		866,524
	263,921	LSB Industries, Inc. (a)		10,163,598
	88,538	Oshkosh Corp.		4,092,226
	89,723	Regal-Beloit Corp.		6,306,630
	230,475	Tredegar Corp.		4,503,482
				50,121,488
		Industrial Services - 13.00%
	215,957	ABM Industries, Inc.		5,314,702
	162,718	Cubic Corp.		7,136,811
	440,861	Darling International, Inc. (a)		8,252,918
	268,083	EMCOR Group, Inc.		10,972,637
	230,147	Multi-Color Corp.		9,060,887
	407,544	Tetra Tech, Inc.		9,895,168
	120,710	UniFirst Corp.		11,734,219
	257,019	World Fuel Services Corp.		11,038,966
				73,406,308
		Insurance & Reinsurance - 5.43%
	20,143	Alleghany Corp. (a)		8,336,181
	121,590	Arch Capital Group, Ltd. (Bermuda) (a)		6,498,986
	339,285	HCC Insurance Holdings, Inc.		15,837,824
				30,672,991

See accompanying notes to the Portfolios of Investments.

Third Avenue Trust
Third Avenue Small-Cap Value Fund
Portfolio of Investments (continued)
at July 31, 2014
(Unaudited)

			Value
Shares		Security^†	(Note 1)

Common Stocks (continued)
		Media - 3.62%
	59,122	Liberty Media Corp., Series A (a)	$	2,781,690
	118,244	Liberty Media Corp., Series C (a)		5,557,468
	160,026	Madison Square Garden, Co. (The), Class A (a)		9,495,943
	91,202	Starz, Class A (a)		2,600,169
				20,435,270
		Metals Manufacturing - 3.43%
	110,448	Encore Wire Corp.		4,632,189
	139,176	Kaiser Aluminum Corp.		10,747,171
	94,196	Kennametal, Inc.		3,982,607
				19,361,967
		Securities Trading Services - 0.79%
	111,048	Broadridge Financial Solutions, Inc.		4,483,008
		Software and Services - 7.24%
	614,387	Allscripts Healthcare Solutions, Inc. (a)		9,781,041
	352,298	CSG Systems International, Inc.		9,173,840
	206,607	InterDigital, Inc.		9,109,303
	554,455	Progress Software Corp. (a)		12,852,267
				40,916,451
		U.S. Real Estate Investment Trust - 3.95%
	219,258	American Homes 4 Rent, Class A		3,994,881
	263,105	Excel Trust, Inc.		3,407,210
	153,459	Post Properties, Inc.		8,317,478
	189,619	Tanger Factory Outlet Centers Inc.		6,570,298
				22,289,867

			Value
Shares		Security^†	(Note 1)

		U.S. Real Estate Operating Companies - 4.08%
	143,227	Alico, Inc.	$	5,286,509
	238,067	Brookdale Senior Living, Inc. (a)		8,249,022
	167,865	Forestar Group, Inc. (a)		3,139,075
	84,239	Vail Resorts, Inc.		6,360,044
				23,034,650
		Total Common Stocks (Cost $430,797,500)		562,794,566
		Total Investment Portfolio - 100.01% (Cost $432,717,328)		564,795,438
		Liabilities in excess of Other Assets - (0.01%)		(44,614	)
		NET ASSETS - 100.00%	$	564,750,824
		Investor Class:
		Net assets applicable to 429,495 shares outstanding	$	11,754,512
		Net asset value, offering and redemption price per share	$	27.37
		Institutional Class:
		Net assets applicable to 20,153,948 shares outstanding	$	552,996,312
		Net asset value, offering and redemption price per share	$	27.44

Notes:

(a)	Non-income producing security.
†	U.S. issuer unless otherwise noted.

Country Concentration

	% of
	Net Assets
United States		91.22	%
Bermuda		3.14
Guernsey		2.59
Canada		1.70
Belgium		1.36
Total		100.01	%

See accompanying notes to the Portfolios of Investments.

Third Avenue Trust
Third Avenue Real Estate Value Fund
Portfolio of Investments
at July 31, 2014
(Unaudited)

Principal				Value
Amount			Security^†	(Note 1)

Corporate Bonds & Notes - 1.30%
			Non-U.S. Real Estate Operating Companies - 1.30%
	30,000,000	^EUR	IVG Finance B.V., due 3/29/17 (Netherlands)*	$	38,564,542
			Total Corporate Bonds & Notes (Cost $27,460,644)		38,564,542
Term Loans - 0.13%
			Non-U.S. Real Estate Operating Companies - 0.13%
			Concrete Investment I, Term Loan (Netherlands):
	105,003	^EUR	Tranche A1, 2.096%, due 3/31/16 (d) (g)		140,604
	50,450	^EUR	Tranche A2, 2.098%, due 3/31/16 (d) (g)		67,554
	19,273	^EUR	Tranche A3, 2.096%, due 3/31/16 (d) (g)		25,808
			Concrete Investment II, Term Loan (Netherlands):
	20,069	^EUR	Tranche A1, 2.096%, due 3/31/16 (d) (g)		26,873
	50,450	^EUR	Tranche A2, 2.098%, due 3/31/16 (d) (g)		67,554
	4,818	^EUR	Tranche A3, 2.096%, due 3/31/16 (d) (g)		6,452
	471	^EUR	Concrete Settlement S.A.R.L., Term Loan, Tranche A, 2.096%, due 3/31/16 (Netherlands) (d) (g)		631
			IVG Immobilien AG, Term Loan (Netherlands):
	1,008,991	^EUR	Tranche A1, 9.566%, due 3/31/16 (d) (g)		1,351,086
	1,513,487	^EUR	Tranche A2, 9.566%, due 3/31/16 (d) (g)		2,026,629
			Total Term Loans (Cost $3,783,926)		3,713,191

Shares
Common Stocks & Warrants - 74.58%
		Banks - 3.85%
	1,732,800	PNC Financial Services Group, Inc., Warrants, expire 12/31/18 (a)	39,091,968
	910,528	Wells Fargo & Co., Warrants, expire 10/28/18 (a)	17,600,506
	2,000,500	Zions Bancorporation	57,654,410
			114,346,884

			Value
Shares		Security^†	(Note 1)

		Forest Products & Paper - 5.34%
	525,000	Rayonier, Inc. (c)	$	17,881,500
	4,487,558	Weyerhaeuser Co. (c)		140,550,317
				158,431,817
		Lodging & Hotels - 3.96%
	6,117,746	Hersha Hospitality Trust (c)		40,438,301
	450,000	Hyatt Hotels Corp., Class A (a)		26,473,500
	5,124,816	Millennium & Copthorne Hotels PLC (United Kingdom)		50,588,157
				117,499,958
		Non-U.S. Real Estate Consulting/Management - 0.85%
	2,505,167	Savills PLC (United Kingdom)		25,080,853
		Non-U.S. Real Estate Investment Trusts - 10.24%
	54,909,568	Dexus Property Group (Australia)		60,329,699
	270,000	Gecina S.A. (France)		38,558,227
	7,957,812	Hammerson PLC (United Kingdom)		80,468,996
	8,839,052	Segro PLC (United Kingdom)		53,240,548
	800,000	Wereldhave N.V. (Netherlands)		71,206,076
				303,803,546
		Non-U.S. Real Estate Operating Companies - 25.69%
	1,546,126	Brookfield Asset Management, Inc., Class A (Canada)		69,034,526
	7,018,000	Cheung Kong Holdings, Ltd. (Hong Kong)		135,584,242
	7,486,950	City Developments Ltd. (Singapore)		63,233,549
	8,377,000	Hang Lung Properties Ltd. (Hong Kong)		25,871,182
	10,438,657	Henderson Land Development Co., Ltd. (Hong Kong)		66,213,632
	11,373,967	Hysan Development Co., Ltd. (Hong Kong)		54,444,927
	92,430,715	Inmobiliaria Colonial S.A. (Spain) (a)		70,550,454
	21,869,072	Quintain Estates & Development PLC (United Kingdom) (a)		32,492,580
	25,210,321	Songbird Estates PLC (United Kingdom) (a)		102,256,920
	11,760,055	Westfield Group (Australia) (c)		81,745,977
	11,975,500	Wheelock & Co., Ltd. (Hong Kong)		60,383,119
				761,811,108
		Real Estate Consulting/Management - 1.96%
	1,584,200	Realogy Holdings Corp. (a)		58,235,192
		Retail-Building Products - 2.71%
	1,681,330	Lowe’s Cos., Inc.		80,451,641
		Retail-Supermarkets - 0.68%
	7,062,422	WM Morrison Supermarkets PLC (United Kingdom)		20,045,350
		Senior Housing - 1.27%
	1,090,295	Brookdale Senior Living, Inc. (a)		37,778,722

See accompanying notes to the Portfolios of Investments.

Third Avenue Trust
Third Avenue Real Estate Value Fund

Portfolio of Investments (continued)

at July 31, 2014

(Unaudited)

				Value
Shares			Security^†	(Note 1)

Common Stocks & Warrants (continued)
			Specialty Finance - 0.75%
	950,000		PHH Corp. (a)	$	22,182,500
			U.S. Real Estate Investment
			Trusts - 11.85%
	2,366,750		Equity Commonwealth (a)		63,570,905
	4,196,831		First Industrial Realty Trust, Inc.		75,752,800
	1,179,882		Post Properties, Inc.		63,949,604
	1,942,810		Starwood Waypoint Residential Trust (a)		51,076,475
	839,578		Tanger Factory Outlet Centers, Inc.		29,091,378
	641,794		Vornado Realty Trust		68,043,000
					351,484,162
			U.S. Real Estate Operating Companies - 5.43%
	48,867		Consolidated-Tomoka Land Co.		2,180,446
	5,846,798		Forest City Enterprises, Inc., Class A (a)		112,083,118
	941,627		Tejon Ranch Co. (a)		26,930,532
	139,089		Tejon Ranch Co., Warrants, expire 8/31/16 (a)		314,341
	3,369,445		Trinity Place Holdings, Inc.(a) (d) (e)		19,654,275
					161,162,712
			Total Common Stocks & Warrants (Cost $1,608,460,314)		2,212,314,445

Units
Private Equities - 4.38%
			U.S. Real Estate Operating Companies - 4.38%
	28,847,217		Newhall Holding Co. LLC, Class A Units (a) (b)		129,812,476
			Total Private Equities (Cost $75,516,192)		129,812,476

Notional
Amount
Purchased Options - 0.00%^
			Foreign Currency Put Options - 0.00% ^(a)
	48,000,000	^AUD	Australian Currency, strike 0.9100 AUD, expire 8/5/14		1,560
	14,000,000	^AUD	Australian Currency, strike 0.9223 AUD, expire 9/4/14		75,503
			Total Purchased Options (Cost $590,001)		77,063

Principal			Value
Amount ($)		Security^†	(Note 1)

Short Term Investments - 3.37%
		U.S. Government Obligations - 3.37%
	100,000,000	U.S. Treasury Bills, 0.04% #, due 9/11/14	$	99,996,014
		Total Short Term Investments (Cost $99,996,014)		99,996,014
		Total Investment Portfolio - 83.76% (Cost $1,815,807,091)		2,484,477,731
		Other Assets less
		Liabilities - 16.24% (f)		481,834,480
		NET ASSETS - 100.00%	$	2,966,312,211

		Investor Class:
		Net assets applicable to 11,261,059 shares outstanding	$	355,865,114
		Net asset value, offering and redemption price per share	$	31.60

		Institutional Class:
		Net assets applicable to 82,118,586 shares outstanding	$	2,610,447,097
		Net asset value, offering and redemption price per share	$	31.79

Notes:

AUD:	Australian Dollar
EUR:	Euro.
(a)	Non-income producing security.
(b)	Affiliated issuers - as defined under the Investment Company Act of 1940 (ownership of 5% or more of the outstanding voting securities of these issuers).
(c)	Security is a Real Estate Investment Trust.
(d)	Fair-valued security.
(e)	Security subject to restrictions on resale.

				Market
		Acquisition		Value
Shares	Issuer	Date	Cost	Per Unit
3,369,445	Trinity Place Holdings, Inc.	10/2/2013- 11/6/13	$13,477,776	$5.83

At July 31, 2014, the restricted security had a total market value of $19,654,275 or 0.66% of net assets of the Fund.

(f)	Includes restricted cash pledged to counterparty as collateral management for forward foreign currency contracts and options.
(g)	Variable rate security. The rate disclosed is in effect as of July 31, 2014.
*	Issuer in default.
†	U.S. issuer unless otherwise noted.
#	Annualized yield at date of purchase.
^	Amount represents less than 0.01% of total net assets.

See accompanying notes to the Portfolios of Investments.

Third Avenue Trust
Third Avenue Real Estate Value Fund

Portfolio of Investments (continued)

at July 31, 2014

(Unaudited)

Country Concentration

	% of
	Net Assets
United States*		43.18	%
United Kingdom		12.28
Hong Kong		11.55
Australia		4.79
Netherlands		3.82
Spain		2.38
Canada		2.33
Singapore		2.13
France		1.30
Total		83.76	%

* Includes cash equivalents.

Schedule of Written Options

Notional Amount	Security	Expiration Date	Strike Price	Value
48,000,000^AUD	Australian Currency, Call	8/5/14	0.9275 AUD	$	185,467
14,000,000^AUD	Australian Currency, Call	9/4/14	0.9400 AUD		37,060
	(Premiums received $589,990)			$	222,527

AUD: Australian Dollar.

Schedule of Forward Foreign Currency Contracts

							Unrealized
Contracts to Sell	Counterparty	Settlement Date	Settlement Value		Value at 7/31/14		Appreciation
59,000,000^EUR	Goldman Sachs & Co.	08/29/14		$ 79,458,250		$ 79,010,908	$	447,342
105,712,500^EUR	Goldman Sachs & Co.	09/19/14		146,960,306		141,577,345		5,382,961
							$	5,830,303

EUR: Euro.

See accompanying notes to the Portfolios of Investments.

Third Avenue Trust
Third Avenue International Value Fund
Portfolio of Investments
at July 31, 2014
(Unaudited)

Shares		Security^†	Value (Note 1)

Common Stocks and Warrants - 97.60%
		Automotive - 6.36%
	247,852	Daimler AG (Germany)	$	20,452,374
	140,123	D’ieteren S.A./N.V. (Belgium)		5,911,721
	201,609	LEONI AG (Germany)		13,777,876
				40,141,971
		Building & Construction Products/Services - 4.63%
	10,353,176	Tenon, Ltd. (New Zealand) (a) (b)		13,192,569
	523,268	Titan Cement Co. S.A. (Greece)		16,042,227
				29,234,796
		Capital Goods - 2.40%
	332,166	Nexans S.A. (France) (a)		15,128,562
		Diversified Holding Companies - 8.38%
	7,169,907	GP Investments, Ltd., BDR (Brazil) (a) (b)		15,485,419
	659,433	Leucadia National Corp.		16,294,589
	249,577	Pargesa Holding S.A. (Switzerland)		21,125,380
				52,905,388
		Diversified Operations - 3.99%
	1,858,200	Hutchison Whampoa, Ltd. (Hong Kong)		25,207,310
		Financials - 2.04%
	1,137,713	BinckBank N.V. (Netherlands)		12,884,191
		Forest Products & Paper - 7.97%
	64,842,939	Rubicon, Ltd. (New Zealand) (a) (b)		22,033,688
	903,943	Weyerhaeuser Co. (c)		28,311,495
				50,345,183
		Healthcare - 0.93%
	546,761	Piramal Enterprises Ltd. (India)		5,864,881
		Household Appliances - 1.63%
	484,636	De’Longhi S.p.A. (Italy)		10,289,371
		Insurance - 9.84%
	82,307	Allianz SE (Germany)		13,702,937
	100,144	Munich Re (Germany)		21,247,721
	44,907	White Mountains Insurance Group, Ltd. (Bermuda)		27,164,693
				62,115,351
		Investment Technology Services - 2.07%
	287,318	Otsuka Corp. (Japan)		13,091,173
		Media - 2.76%
	693,683	Vivendi S.A. (France)		17,410,201
		Metals & Mining - 5.92%
	1,185,273	Antofagasta PLC (Chile)		16,128,710
	7,923,612	Capstone Mining Corp. (Canada) (a)		21,219,743
	20,657	Kinross Gold Corp. Warrants, expire 9/17/14 (Canada) (a)		95
				37,348,548

Shares		Security^†	Value (Note 1)

		Oil & Gas Production & Services - 3.80%
	842,658	Precision Drilling Corp. (Canada)	$	10,502,795
	15,596,000	Vard Holdings Ltd. (Singapore) (a)		13,507,824
				24,010,619
		Pharmaceuticals - 1.84%
	110,688	Sanofi (France)		11,621,204
		Real Estate - 20.81%
	3,457,452	Atrium European Real Estate, Ltd. (Austria)		19,305,805
	576,000	Mitsui Fudosan Co., Ltd. (Japan)		19,021,720
	4,478,918	Oberoi Realty Ltd. (India)		19,187,146
	2,889,261	Segro PLC (United Kingdom) (c)		17,402,979
	23,859,809	Straits Trading Co. Ltd. (Singapore) (b)		56,454,163
				131,371,813
		Retail & Restaurants - 2.45%
	1,510,000	Arcos Dorados Holdings, Inc., Class A (Argentina)		15,492,600
		Securities Brokerage - 2.51%
	1,887,600	Daiwa Securities Group, Inc. (Japan)		15,848,269
		Telecommunications - 6.13%
	2,822,966	Telefonica Deutschland Holding AG (Germany)		22,071,410
	4,989,221	Vodafone Group PLC (United Kingdom)		16,614,634
				38,686,044
		Transportation Infrastructure - 1.14%
	1,103,047	Santos Brasil Participacoes S.A. (Brazil)		7,190,773
		Total Common Stocks and Warrants (Cost $581,001,215)		616,188,248
		Total Investment Portfolio - 97.60% (Cost $581,001,215)		616,188,248
		Other Assets less Liabilities - 2.40%		15,128,413
		NET ASSETS - 100.00%	$	631,316,661
		Investor Class:
		Net assets applicable to 900,162 shares outstanding	$	17,916,345
		Net asset value, offering and redemption price per share	$	19.90
		Institutional Class:
		Net assets applicable to 30,762,749 shares outstanding	$	613,400,316
		Net asset value, offering and redemption price per share	$	19.94

See accompanying notes to the Portfolios of Investments.

Third Avenue Trust
Third Avenue Focused Credit Fund
Portfolio of Investments
at July 31, 2014
(Unaudited)

Principal Amount (‡)			Security^†	Value (Note 1)

Corporate Bonds & Notes - 65.10%
			Chemicals - 4.15%
	60,000,000		Momentive Performance Materials, Inc., due 1/15/21*	$	46,800,000
	118,199,570		Reichhold Industries, Inc., 9.000% Cash or 11.000% Payment-in-kind Interest, due 5/8/17 (a) (g)		80,966,705
	18,950,000		Vertellus Specialties, Inc., 9.375%, due 10/1/15 (a)		19,139,500
					146,906,205
			Consumer Products - 5.25%
	67,549,000	^EUR	Ideal Standard International S.A., 11.750%, due 6/10/20 (Luxembourg) (b)		70,099,726
	140,000,000		Sun Products Corp. (The), 7.750%, due 3/15/21 (a)		115,500,000
					185,599,726
			Energy - 3.01%
	20,000,000		Endeavour International Corp., 12.000%, due 3/1/18		17,900,000
			Global Geophysical Services, Inc.*:
	45,925,000		due 5/1/17		14,925,625
	15,599,000		due 5/1/17		5,264,662
	19,150,000		IronGate Energy Services LLC, 11.000%, due 7/1/18 (a)		19,820,250
			New Gulf Resources LLC/NGR Finance Corp.:
	10,000,000		11.750%, due 5/15/19 (a)		10,300,000
	5,000,000		10.000% Cash or 12.000% Payment-in-kind Interest, due 11/15/19 (a) (g)		4,050,000
			Platinum Energy Solutions, Inc.:
	2,090,633		1st Lien, 11.000%, due 10/1/18 (a) (b) (c)		2,132,446
	4,557,222		2nd Lien, 12.000% Cash or 14.000% Payment-in-kind Interest, due 10/1/20 (a) (b) (g)		4,329,361
	30,000,000	^CAD	Southern Pacific Resource Corp., 8.750%, due 1/25/18 (Canada) (a)		20,945,109
	8,018,982		Thunderbird Resources Equity, Inc., due 12/1/17*		6,896,325
					106,563,778
			Financials - 4.67%
	30,000,000		CNG Holdings, Inc., 9.375%, due 5/15/20 (a)		24,000,000
	51,500,000		DFC Finance Corp., 10.500%, due 6/15/20 (a)		51,500,000

Principal Amount (‡)			Security^†	Value (Note 1)

	19,100,000	^EUR	IVG Finance B.V., due 3/29/17 (Netherlands)*	$	24,552,758
			Lehman Brothers Holdings, Inc.*:
	31,000,000		due 9/26/08		6,161,250
	17,185,861		due 10/14/08		3,415,690
	10,000,000		due 10/22/08		1,987,500
	25,000,000		due 11/24/08		4,968,750
	12,205,000		due 12/23/08		2,425,744
	97,000,000		due 3/23/09		19,278,750
	6,771,301		due 4/3/09		1,345,796
	30,000,000		due 1/14/11		6,075,000
	10,000,000		due 1/24/13		1,950,000
	50,000,000		due 9/26/14		10,312,500
	7,113,000		due 2/9/17		1,422,600
	15,000,000	^EUR	Lehman Brothers Treasury Co. B.V., due 6/25/10 (Netherlands)*		5,975,495
					165,371,833
			Food & Beverage - 1.16%
	40,755,000		American Seafoods Group LLC/American Seafoods Finance, Inc., 10.750%, due 5/15/16 (a)		41,162,550
			Gaming & Entertainment - 4.00%
			Caesars Entertainment Operating Co., Inc.:
	28,603,000		12.750%, due 4/15/18		10,440,095
	79,000,000		10.000%, due 12/15/18		26,662,500
			Codere Finance Luxembourg S.A. (Luxembourg)*:
	55,878,000	^EUR	due 6/15/15		48,635,110
	26,910,000		due 2/15/19 (a)		17,491,500
	18,000,000		Greektown Holdings, LLC/Greektown Mothership Corp., 8.875%, due 3/15/19 (a)		18,000,000
	19,836,480		Majestic Star Casino, LLC, 12.500% Cash or 14.500% Payment-in-kind Interest, due 12/1/16 (a) (g)		20,233,210
					141,462,415
			Healthcare - 3.00%
	72,635,000		21st Century Oncology, Inc., 9.875%, due 4/15/17		60,650,225
	50,000,000		InVentiv Health, Inc., 11.000%, due 8/15/18 (a)		45,500,000
					106,150,225
			Home Construction - 2.25%
			New Enterprise Stone & Lime Co., Inc.:
	34,493,036		5.000% Cash and 8.000% Payment-in-kind Interest, due 3/15/18 (g)		38,718,433
	41,958,000		11.000%, due 9/1/18		40,699,260
					79,417,693

See accompanying notes to the Portfolios of Investments.

Third Avenue Trust
Third Avenue Focused Credit Fund
Portfolio of Investments (continued)
at July 31, 2014
(Unaudited)

Principal Amount (‡)			Security^†	Value (Note 1)

Corporate Bonds & Notes (continued)
			Manufacturing - 2.85%
	35,000,000		Euramax International, Inc., 9.500%, due 4/1/16	$	34,475,000
	69,435,000		Liberty Tire Recycling LLC, 11.000%, due 10/1/16 (a)		66,484,012
					100,959,012
			Media/Cable - 6.41%
	43,000,000		Cengage Learning Acquisitions, Inc., due 4/15/20 (b) (e)*		—
	165,298,499		Clear Channel Communications, Inc., 12.000% Cash and 2.000% Payment-in-kind Interest, due 2/1/21 (g)		165,298,499
			LBI Media, Inc.:
	25,000,000		10.000%, due 4/15/19 (a)		26,687,500
	33,683,750		13.500%, due 4/15/20 (a)		34,862,681
					226,848,680
			Metals & Mining - 6.34%
	61,500,000	^CAD	Allied Nevada Gold Corp., 8.750%, due 6/1/19 (a)		41,245,357
	12,700,000		American Gilsonite Co., 11.500%, due 9/1/17 (a)		13,874,750
	6,500,000		Arch Coal, Inc., 7.250%, due 6/15/21		4,257,500
	89,690,531	^EUR	Boats Investments Netherlands B.V., 11.000% Payment-in-kind Interest, due 3/31/17 (Netherlands) (g)		53,744,661
	4,000,000		Exide Technologies, due 2/1/18*		2,120,000
	46,450,000	^EUR	New World Resources N.V., 7.875%, due 5/1/18 (Netherlands) (a)		44,938,571
	51,500,000		Noranda Aluminum Acquisition Corp., 11.000%, due 6/1/19		52,658,750
	23,500,000		Walter Energy, Inc., 8.500%, due 4/15/21		11,397,500
					224,237,089
			Retailers - 2.64%
	100,190,000		Claire’s Stores, Inc., 7.750%, due 6/1/20 (a)		68,630,150
	30,000,000		J.C. Penney Corp., Inc., 6.375%, due 10/15/36		24,825,000
					93,455,150
			Services - 8.78%
	108,111,000		Affinion Group Holdings, Inc., 13.750% Cash or 14.500%, Payment-in-kind Interest, due 9/15/18 (a) (g)		104,867,670
	40,552,020		Affinion Investment LLC, 13.500%, due 8/15/18 (a)		39,943,740
			Altegrity, Inc.:
	33,980,000		13.000% Payment-in-kind Interest, due 7/1/20 (a) (g)		29,222,800

Principal Amount (‡)		Security^†	Value (Note 1)

	111,921,840	12.000% Cash and 2.000% Payment-in-kind Interest, due 7/1/20 (a) (g)	$	96,252,782
	45,500,000	SunGard Availability Services Capital Inc., 8.750%, due 4/1/22 (a)		40,267,500
				310,554,492
		Technology - 1.63%
	20,000,000	Avaya, Inc., 10.500%, due 3/1/21 (a)		17,600,000
	31,379,194	First Data Holdings, Inc., 14.500% Payment-in-kind Interest, due 9/24/19 (a) (g)		35,615,385
	28,118,000	THQ, Inc., due 8/15/14*		4,498,880
				57,714,265
		Telecommunications - 1.71%
	110,000,000	NII Capital Corp., 7.625%, due 4/1/21		29,700,000
		Nortel Networks Ltd. (Canada)*:
	5,000,000	due 4/15/12		5,081,250
	21,667,000	due 7/15/16		25,837,898
				60,619,148
		Transportation Services - 3.21%
	40,000,000	Ceva Group PLC, 9.000%, due 9/1/21 (United Kingdom) (a)		41,000,000
	85,000,000	Western Express, Inc., 12.500%, due 4/15/15 (a)		72,462,500
				113,462,500
		Utilities - 4.04%
	14,469,868	Coso Geothermal Power Holdings LLC, 7.000%, due 7/15/26 (a)		10,997,100
	4,000,000	Energy Future Holdings Corp., due 11/15/34*		3,000,000
	100,065,046	Energy Future Intermediate Holdings Co. LLC, Payment-in-kind Interest, due 12/1/18 (a) (g)*		114,574,478
		Texas Competitive Electric Holdings Co. LLC / TCEH Finance, Inc.*:
	60,000,000	due 11/1/15		8,550,000
	40,000,000	due 11/1/16		5,700,000
				142,821,578
		Total Corporate Bonds & Notes
		(Cost $2,245,393,532)		2,303,306,339
Term Loans - 7.05%
		Energy - 2.08%
		Global Geophysical Services, Inc.:
	18,140,000	OID, DIP Loan A, 10.000%, due 5/1/15 (b) (c)		18,140,000
	40,703,101	OID, DIP Loan B, 12.000%, due 5/1/15 (b) (c)		40,703,101
	15,000,000	Templar Energy LLC, Term Loan B, 2nd Lien, 8.000%, due 11/25/20 (c)		14,887,500
				73,730,601

See accompanying notes to the Portfolios of Investments.

Third Avenue Trust
Third Avenue Focused Credit Fund
Portfolio of Investments (continued)
at July 31, 2014
(Unaudited)

Principal Amount (‡)			Security^†	Value (Note 1)

Term Loans (continued)
			Financials - 0.17%
			Concrete Investment I, Term Loan (Netherlands):
	67,133	^EUR	Tranche A1, 2.096%, due 3/31/16 (b) (c)	$	89,895
	32,255	^EUR	Tranche A2, 2.098%, due 3/31/16 (b) (c)		43,190
	12,322	^EUR	Tranche A3, 2.096%, due 3/31/16 (b) (c)		16,500
			Concrete Investment II, Term Loan (Netherlands):
	12,831	^EUR	Tranche A1, 2.096%, due 3/31/16 (b) (c)		17,181
	32,255	^EUR	Tranche A2, 2.098%, due 3/31/16 (b) (c)		43,190
	3,081	^EUR	Tranche A3, 2.096%, due 3/31/16 (b) (c)		4,125
	301	^EUR	Concrete Settlement S.A.R.L., Term loan, 2.096%, due 3/31/16 (b) (c)		403
	2,750,400	^EUR	IVG Finance B.V., DIP Loan, 8.596% (Netherlands) (b) (c)		3,682,914
			IVG Immobilien AG, Term Loan (Netherlands):
	645,093	^EUR	Tranche A1, 9.566%, 9/30/17 (b) (c)		863,809
	967,639	^EUR	Tranche A2, 9.566%, 9/30/18 (b) (c)		1,295,714
					6,056,921
			Gaming & Entertainment - 0.56%
	20,000,000		Land Holdings LLC, Term Loan, 12.000%, due 6/27/20 (c)		19,600,000
			Healthcare - 0.77%
			21st Century Oncology, Inc., Term Loan:
	2,450,983		Bridge Loan A, 14.000%, due 10/31/14 (b) (c)		2,450,983
	2,595,158		Bridge Loan B, 14.000%, due 10/31/14 (b) (c)		2,595,158
	23,184,047		Rural/Metro Corp., Term Loan, 8.000% Cash and 1.000% Payment-in-kind Interest, due 6/30/18 (c) (g)		22,140,764
					27,186,905
			Retailers - 1.00%
	17,000,000		Gymboree Corp., Term Loan, 1st Lien, 5.000%, due 2/23/18 (c)		14,025,000
	26,899,320		Weight Watchers International, Inc., Term Loan, 4.000%, due 4/2/20 (c)		21,438,758
					35,463,758
			Services - 0.62%
	33,451,572		Education Management LLC, Term Loan C2, 1st Lien, 4.250%, due 6/1/16 (c)		22,022,274

Principal Amount (‡)			Security^†	Value (Note 1)

			Telecommunications - 0.14%
	5,000,000		PR Wireless, Inc., Term Loan, 10.000%, due 6/27/20 (c)	$	4,937,500
			Utilities - 1.71%
			Longview Power LLC*:
	5,343,271		DIP Loan, 9.000% (b) (c)		5,343,271
	53,047,387		Term Loan, due 10/31/17		35,276,512
	29,429,232		Term Loan, due 10/31/17		19,864,731
					60,484,514
			Total Term Loans (Cost $253,035,135)		249,482,473
Claims - 5.25%
			Financials - 4.77%
	360,000,000		Lehman Brothers, Inc., SIPA Claims (d)		168,637,500
			Food & Beverage - 0.48%
			Pescanova S.A. (Spain):
	188,150,508	^EUR	Ordinary Claims, due 12/31/40 (d)		17,006,105
	1,803,190	^EUR	Subordinate Claim, due 12/31/40 (b) (d)		—
					17,006,105
			Total Claims
			(Cost $191,584,817)		185,643,605
Municipal Bonds - 0.11%
			Gaming & Entertainment - 0.06%
	5,200,000		New York City, NY, Industrial Development Agency Civic Facility Revenue, Bronx Parking Development Co. LLC OID, due 10/1/37*		2,028,000
			Utilities - 0.05%
	4,000,000		Puerto Rico Electric Power Authority, 7.000%, due 7/1/33		1,945,000
			Total Municipal Bonds
			(Cost $4,789,186)		3,973,000

Shares
Convertible Preferred Stocks - 0.52%
			Transportation - 0.52%
	4,435		CEVA Holdings LLC, Series A-1 (d) (e)		6,763,711
	10,196		CEVA Holdings LLC, Series A-2 (d) (e)		11,725,021
			Total Convertible Preferred Stocks
			(Cost $17,733,657)		18,488,732
Preferred Stocks - 1.63%
			Energy - 0.03%
	1,122,431		Lone Pine Resources, Inc. (b) (d) (e)		1,122,431

See accompanying notes to the Portfolios of Investments.

Third Avenue Trust
Third Avenue Focused Credit Fund
Portfolio of Investments (continued)
at July 31, 2014
(Unaudited)

Shares		Security^†	Value (Note 1)

Preferred Stocks (continued)
		Financials - 1.60%
	100,000	Federal Home Loan Mortgage Corp., 5.300% (d)	$	1,916,000
	63,188	Federal Home Loan Mortgage Corp., Series K, 5.790% (d)		1,247,963
	52,500	Federal Home Loan Mortgage Corp., Series L (c) (d)		905,625
	165,000	Federal Home Loan Mortgage Corp., Series S (c) (d)		2,970,000
	100,000	Federal Home Loan Mortgage Corp., Series U, 5.900% (d)		1,013,000
	137,000	Federal Home Loan Mortgage Corp., Series W, 5.660% (d)		1,343,970
	500,000	Federal Home Loan Mortgage Corp., Series Z, 8.375% (c) (d)		6,000,000
	96,750	Federal National Mortgage Association, Series H, 5.810% (d)		1,838,250
	208,000	Federal National Mortgage Association, Series M, 4.750% (d)		4,048,200
	967,000	Federal National Mortgage Association, Series 0, 7.000% (c) (d)		19,011,220
	500,000	Federal National Mortgage Association, Series S, 8.250% (c) (d)		5,765,000
	750,000	Federal National Mortgage Association, Series T, 8.250% (d)		10,365,000
				56,424,228
		Total Preferred Stocks (Cost $23,007,788)		57,546,659
Private Equities - 0.35%
		Automotive - 0.35%
	10,000,000	International Automotive Components Group S.A. (d)		12,500,000
		Total Private Equities (Cost $8,800,000)		12,500,000
Common Stocks & Warrants - 5.29%
		Chemicals - 0.01%
	478,500	Phosphate Holdings, Inc. (d) (f)		265,568
		Energy - 0.70%
	4,000,000	Forest Oil Corp. (d)		8,160,000
	124,461	Geokinetics Holdings USA, Inc. (d) (e)		12,757,253
	374,199	Lone Pine Resources, Inc. (b) (d) (e)		374,199
	374,199	Lone Pine Resources Canada Ltd. (Canada) (b) (d) (e)		374,199
	1,122,431	Lone Pine Resources, Inc. Multiple Voting Shares (b) (d) (e)		1,122,431
	5,000	New Gulf Resources LLC (d)		1,250,000
	50,000	Platinum Energy Solutions, Inc. (b) (d) (e)		850,000
	10,874	Platinum Energy Solutions, Inc., Warrants (b) (d) (e)		—
				24,888,082

Shares		Security^†	Value (Note 1)

		Financials - 1.44%
	3,725,000	Federal Home Loan Mortgage Corp. (d)	$	15,533,250
	1,700,000	Rescap Liquidating Trust		31,450,000
	1,407,040	WMI Holdings Corp. (d)		3,827,149
				50,810,399
		Food & Beverage - 0.25%
	1,000,000	Coca-Cola Amatil Ltd. (Australia)		8,651,773
		Gaming & Entertainment - 0.22%
	999,955	Isle of Capri Casinos, Inc. (d)		7,909,644
		Media/Cable - 1.34%
	971,679	Cengage Learning Holdings II, Inc. (d) (e)		33,765,810
	2,311,360	Radio One, Inc., Class D (d) (f)		10,100,643
	681,637	Spanish Broadcasting System, Inc., Class A (d) (f)		3,674,023
				47,540,476
		Metals & Mining - 0.70%
	711,375	AK Steel Holding Corp. (d)		6,473,512
	1,961,723	Allied Nevada Gold Corp. (d)		6,140,193
	1,500,000	Noranda Aluminum Holding Corp.		6,630,000
	1,954,569	Tembec, Inc. (Canada) (d)		5,682,564
				24,926,269
		Services - 0.15%
	499,605	Affinion Group, Inc., Warrants, Series A (d) (e)		1,323,953
	6,422,764	Affinion Group, Inc., Warrants, Series B (d) (e)		321,138
	225,000	Kelly Services, Inc., Class A		3,586,500
				5,231,591
		Telecommunications - 0.00%
	59	PR Wireless, Inc. Warrants (b) (d)		—
		Transportation - 0.15%
	4,710	CEVA Holdings LLC (d) (e)		5,416,397
		Utilities - 0.33%
	32,549,441	EME Reorganization Trust		4,413,704
	77,476,619	Longview Power LLC, Equity Allocation Stub (b) (d) (e)		7,104,606
				11,518,310
		Total Common Stocks & Warrants (Cost $147,511,067)		187,158,509
Closed-End Funds - 2.40%
		Financials - 2.40%
	337,507	Ares Dynamic Credit Allocation Fund, Inc.		5,950,248
	339,301	BlackRock Corporate High Yield Fund, Inc.		4,044,468
	854,069	BlackRock Credit Allocation Income Trust		11,487,228
	393,556	DWS High Income Opportunities Fund, Inc.		5,718,369

See accompanying notes to the Portfolios of Investments.

Third Avenue Trust
Third Avenue Focused Credit Fund
Portfolio of Investments (continued)
at July 31, 2014
(Unaudited)

Shares		Security^†	Value (Note 1)

Closed-End Funds (continued)
	612,749	First Trust High Income Long/Short Fund	$	10,674,088
	189,372	First Trust Strategic High Income Fund II		2,954,203
	509,084	MFS Intermediate High Income Fund		1,455,980
	504,626	Neuberger Berman High Yield Strategies Fund, Inc.		6,681,248
	642,023	New America High Income Fund, Inc. (The)		6,201,942
	1,685,874	Nuveen Credit Strategies Income Fund		15,257,160
	84,814	PIMCO Dynamic Credit Income Fund		1,926,974
	517,299	Western Asset High Yield Defined Opportunity Fund, Inc.		8,928,581
	669,372	Western Asset Managed High Income Fund, Inc.		3,721,708
		Total Closed-End Funds (Cost $85,329,463)		85,002,197
		Total Investment Portfolio - 87.70% (Cost $2,977,184,645)		3,103,101,514
		Other Assets less
		Liabilities - 12.30% (h) (i)		435,106,943
		NET ASSETS - 100.00%	$	3,538,208,457
		Investor Class:
		Net assets applicable to 111,675,717 shares outstanding	$	1,342,375,223
		Net asset value, offering and redemption price per share	$	12.02
		Institutional Class:
		Net assets applicable to 182,855,729 shares outstanding	$	2,195,833,234
		Net asset value, offering and redemption price per share	$	12.01

Country Concentration

	% of Net Assets
United States		76.51	%
Luxembourg		3.85
Netherlands		3.82
Canada		1.64
United Kingdom		1.16
Spain		0.48
Australia		0.24
Total		87.70	%

Notes:

CAD:	Canadian Dollar.
DIP:	Debtor-In-Possession.
EUR:	Euro.
OID:	Original Issue Discount.
SIPA:	Securities Investor Protection Act of 1970.
(a)	Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers.
(b)	Fair-valued security.
(c)	Variable rate security. The rate disclosed is in effect as of July 31, 2014.
(d)	Non-income producing security.
(e)	Security subject to restrictions on resale.

Shares/ Principal Amount ($)	Issuer	Acquisition Date	Cost	Market Value Per Unit
499,605	Affinion Group, Inc., Warrants, Series A	12/13/13-12/18/13	$481,648	$2.65
6,422,764	Affinion Group, Inc., Warrants, Series B	12/13/13-12/18/13	633,602	0.05
$43,000,000	Cengage Learning Acquisitions, Inc., due 4/15/20	4/2/14	—	—
971,679	Cengage Learning Holdings II, Inc.	4/1/14-4/3/14	36,487,130	34.75
4,710	CEVA Holdings LLC	5/29/13	5,355,643	1,149.98
4,435	CEVA Holdings LLC, Series A-1, Convertible Pfd.	5/29/13	4,435,224	1,525.08
10,196	CEVA Holdings LLC, Series A-2, Convertible Pfd.	5/29/13	13,298,434	1,149.96
124,461	Geokinetics Holdings USA, Inc.	5/22/2013-5/14/14	13,060,780	102.50
374,199	Lone Pine Resources, Inc.	1/31/14	457,500	1.00
374,199	Lone Pine Resources Canada Ltd.	1/31/14	457,500	1.00
1,122,431	Lone Pine Resources, Inc., Multiple Voting Shares	1/31/14	748,288	1.00
1,122,431	Lone Pine Resources, Inc. Pfd.	1/31/14	748,288	1.00
77,476,619	Longview Power LLC, Equity Allocation Stub	11/22/13	—	0.09
50,000	Platinum Energy Solutions, Inc.	10/4/13	1,486,746	17.00
10,874	Platinum Energy Solutions, Inc., Warrants	10/4/13	9,743	—

	At July 31, 2014, these restricted securities had a total market value of $83,021,149, or 2.35% of net assets of the Fund.

(f)	Affiliated issuers - as defined under the Investment Company Act of 1940 (ownership of 5% or more of the outstanding voting securities of these issuers).
(g)	Payment-in-kind (“PIK”) security. Income may be paid in additional securities or cash at the discretion of the issuer.
(h)	Includes restricted cash pledged to counterparty as collateral management for forward foreign currency contracts.
(i)	A portion is segregated for future fund commitment.
*	Issuer in default.
†	U.S. issuer unless otherwise noted.
‡	Denominated in U.S. Dollars unless otherwise noted.

See accompanying notes to the Portfolios of Investments.

Third Avenue Trust
Third Avenue Focused Credit Fund
Portfolio of Investments (continued)
at July 31, 2014
(Unaudited)

Schedule of Forward Foreign Currency Contracts

Contracts to Buy	Counterparty	Settlement Date	Settlement Value	Value at 7/31/14	Unrealized Appreciation
15,000,000^AUD	Macquarie Bank, Ltd.	08/08/14	$13,602,750	$13,931,543		$	328,793

Contracts to Sell	Counterparty	Settlement Date	Settlement Value	Value at 7/31/14	Unrealized Appreciation/ (Depreciation)
15,000,000^AUD	Macquarie Bank, Ltd.	08/08/14	$13,313,100	$13,931,543		$	(618,443	)
9,290,000^AUD	Goldman Sachs & Co.	08/29/14	8,727,203	8,615,387			111,816
75,000,000^CAD	Goldman Sachs & Co.	08/29/14	69,752,259	68,735,283			1,016,976
80,744,128^EUR	Goldman Sachs & Co.	08/29/14	108,737,164	108,129,948			607,216
98,000,000^EUR	JPMorgan Chase Bank, N.A.	08/29/14	131,985,898	131,238,458			747,440
20,000,000^EUR	Macquarie Bank, Ltd.	08/29/14	26,937,000	26,783,359			153,641
						$	2,018,646

AUD: Australian Dollar

CAD: Canadian Dollar.

EUR: Euro.

See accompanying notes to the Portfolios of Investments.

Third Avenue Trust
Notes to Portfolios of Investments
July 31, 2014
(Unaudited)

1. SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization:

Third Avenue Trust (the “Trust”) is an open-end, management investment company organized as a Delaware business trust pursuant to a Trust Instrument dated October 31, 1996. The Trust currently consists of five non-diversified (within the meaning of Section 5(b)(2) of the Investment Company Act), separate investment series: Third Avenue Value Fund, Third Avenue Small-Cap Value Fund, Third Avenue Real Estate Value Fund, Third Avenue International Value Fund and Third Avenue Focused Credit Fund (each a “Fund” and, collectively, the “Funds”). Third Avenue Management LLC (the “Adviser”) provides investment advisory services to each of the Funds in the Trust. The Funds seek to achieve their investment objectives by adhering to a strict value discipline when selecting securities and other instruments. Each Fund has a distinct investment approach.

Accounting policies:

The policies described below are followed consistently by the Funds and are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Security valuation:

Generally, the Funds’ investments are valued at market value. Securities traded on a principal stock exchange, including The NASDAQ Stock Market, Inc. (“NASDAQ”), are valued at the last quoted sales price, the NASDAQ official closing price, or in the absence of closing sales prices on that day, securities are valued at the mean between the closing bid and asked price. In accordance with procedures approved by the Trust’s Board of Trustees (the “Board”), the Funds have retained a third party provider that, under certain circumstances, applies a statistical model to provide fair value pricing for foreign equity securities with principal markets that are no longer open when a Fund calculates its net asset value (“NAV”), and certain events have occurred after the principal markets have closed but prior to the time as of which the Funds compute their NAVs. Debt instruments with maturities greater than 60 days, including floating rate loan securities, are valued on the basis of prices obtained from a pricing service approved as reliable by the Board or otherwise pursuant to policies and procedures approved by the Board. Investments in derivative instruments are valued independently by service providers or by broker quotes based on pricing models. Short-term cash investments are valued at cost, plus accrued interest, which approximates market value. Short-term debt securities with 60 days or less to maturity may be valued at amortized cost.

The Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Funds. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

Each Fund may invest up to 15% of its total net assets in securities which are not readily marketable, including those which are restricted as to disposition under applicable securities laws (“restricted securities”). Restricted securities and other securities and assets for which market quotations are not readily available are valued at “fair value”, as determined in good faith by the Committee as authorized by the Board, under procedures established by the Board. At July 31, 2014, such securities had a total fair value of $7,120,010 or 0.30% of net assets of Third Avenue Value Fund, $23,367,466 or 0.79% of net assets of Third Avenue Real Estate Value Fund, and $162,798,833 or 4.60% of net assets of Third Avenue Focused Credit Fund. There were no fair valued securities for Third Avenue Small- Cap Value Fund and Third Avenue International Value Fund at July 31, 2014. Among the factors that may be considered by the Committee in determining fair value are: the type of security, trading in unrestricted securities of the same issuer, the financial condition of the issuer, the percentage of the Fund’s beneficial ownership of the issuer’s common stocks and debt securities, comparable multiples of similar issuers, the operating results of the issuer and the discount from market value of any similar unrestricted securities of the issuer at the time of purchase and liquidation values of the issuer. The fair values determined in accordance with these procedures may differ significantly from the amounts which would be realized upon disposition of the securities.

Third Avenue Trust
Notes to Portfolios of Investments (continued)
July 31, 2014
(Unaudited)

Fair value measurements:

In accordance with Financial Accounting Standards Board Accounting Standard Codification (“FASB ASC”) FASB ASC 820-10, Fair Value Measurements and Disclosures, the Funds disclose the fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. Fair value is defined as the price that a Fund would receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market for the investment under current market conditions. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

	•	Level 1 –Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Funds have the ability to access at the measurement date;

	•	Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active;

	•	Level 3 – Significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments)

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both individually and in aggregate that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Funds. The Funds consider observable data to be market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments.

The Funds use valuation techniques to measure fair value that are consistent with the market approach and/or income approach, depending on the type of security and the particular circumstance. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable securities. The income approach uses valuation techniques to discount estimated future cash flows to present value.

The following are certain inputs and techniques that the Funds generally use to evaluate how to classify each major category of assets and liabilities for Level 2 and Level 3, in accordance with U.S. GAAP.

Equity Securities (Common Stocks, Preferred Stocks, Rights, and Warrants)—Equity securities traded in inactive markets and certain foreign equity securities are valued using inputs which include broker-dealer quotes, recently executed transactions adjusted for changes in the benchmark index, or evaluated price quotes received from independent pricing services or brokers that take into account the integrity of the market sector and issuer, the individual characteristics of the security, and information received from broker-dealers and other market sources pertaining to the issuer or security. To the extent that these inputs are observable, the values of equity securities are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

U.S. Treasury Obligations—U.S. Treasury obligations are valued by independent pricing services based on pricing models that evaluate the mean between the most recently quoted bid and ask price. The models also take into consideration data received from active market makers and broker-dealers, yield curves, and the spread over comparable U.S. Treasury issues. The spreads change daily in response to market conditions and are generally obtained from the new issue market and broker-dealer sources. To the extent that these inputs are observable, the values of U.S. Treasury obligations are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

Corporate Bonds & Notes—Corporate bonds and notes are generally comprised of two main categories: investment grade bonds and high yield bonds. Investment grade bonds are valued by independent pricing services or brokers using various inputs and techniques, which include broker-dealer quotations, live trading levels, recently executed transactions in securities of the issuer or comparable issuers, and option adjusted spread models that include base curve and spread curve inputs. Adjustments to individual bonds can be applied to recognize trading differences compared to other bonds issued by the same issuer. High yield bonds are valued by independent pricing services or brokers based primarily on broker-dealer quotations from relevant market makers and recently executed transactions in securities of the issuer or comparable issuers. The broker-dealer quotations received are sup-

Third Avenue Trust
Notes to Portfolios of Investments (continued)
July 31, 2014
(Unaudited)

ported by credit analysis of the issuer that takes into consideration credit quality assessments, daily trading activity, and the activity of the underlying equities, listed bonds and sector specific trends. To the extent that these inputs are observable, the values of corporate bonds and notes are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

Forward Foreign Currency Contracts—Forward foreign currency contracts are valued by independent pricing services using various inputs and techniques, which include broker-dealer quotations, actual trading information and foreign currency exchange rates gathered from leading market makers and foreign currency exchange trading centers throughout the world. To the extent that these inputs are observable, the values of forward foreign currency contracts are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

Claims—Claims are valued by brokers based on pricing models that take into account, among other factors, both cash and non-cash assets. The valuation is derived from expected cash flow of the claims and the non-cash assets, which include all real estate, private equity or other securities within the estate. To the extent that these inputs are observable, the values of the claims are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

Term Loans—Term loans are valued by independent pricing services based on the average of evaluated quoted prices received from multiple dealers or valued relative to other benchmark securities when broker-dealer quotes are unavailable. Inputs may include quoted prices for similar investments in active market, interest rates, coupon rates, yield curves, option adjusted spreads, default rates, credit spreads and other unique security features in order to estimate the relevant cash flows which is then discounted to calculate fair values. To the extent that these inputs are observable, the values of term loans are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

Municipal Bonds—Municipal bonds are valued by independent pricing services based on pricing models that take into account, among other factors, information received from market makers and broker-dealers, current trades, bid-ask lists, offerings, market movements, the callability of the bond, state of issuance, benchmark yield curves, and bond insurance. To the extent that these inputs are observable, the values of municipal bonds are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

Options (Written and Purchased)—Options are valued by independent pricing services or by brokers based on pricing models that take into account, among other factors, foreign exchange rate, time until expiration, and volatility of the underlying foreign currency security. To the extent that these inputs are observable, the values of options are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

The following is a summary by level of inputs used to value the Funds’ investments as of July 31, 2014:

	Third Avenue Value Fund		Third Avenue Small-Cap Value Fund		Third Avenue Real Estate Value Fund		Third Avenue International Value Fund		Third Avenue Focused Credit Fund
Level 1: Quoted Prices^†
Investments in Securities:
Common Stocks & Warrants:
Building & Construction Products/Services	$	—	$	—	$	—	$	13,192,569	$	—
Consumer Products		—		17,747,809		—		—		—
Diversified Holding Companies		—		36,919,201		—		31,780,008		—
Energy		—		—		—		—		8,160,000
Financials		—		—		—		—		50,810,399
Forest Products & Paper		—		7,202,142		158,431,817		28,311,495		—
Insurance		—		—		—		27,164,693		—
Insurance & Reinsurance		94,146,553		30,672,991		—		—		—
Lodging & Hotels		—		—		66,911,801		—		—
Media		—		20,435,270		—		—		—
Metals & Mining		—		—		—		21,219,838		24,926,269
Non-U.S. Real Estate Operating Companies		—		—		253,037,423		—		—
Oil & Gas Production & Services		255,437,543		—		—		10,502,795		—
Real Estate		—		—		—		19,305,805		—

Third Avenue Trust
Notes to Portfolios of Investments (continued)
July 31, 2014
(Unaudited)

Summary by level of inputs (continued)

	Third Avenue Value Fund		Third Avenue Small-Cap Value Fund		Third Avenue Real Estate Value Fund		Third Avenue International Value Fund		Third Avenue Focused Credit Fund
Level 1: Quoted Prices^†
Investments in Securities:
Common Stocks & Warrants (continued):
Services	$	—	$	—	$	—	$	—	$	3,586,500
U.S. Real Estate Operating Companies		94,493,007		23,034,650		141,508,437		—		—
Utilities		121,621,663		—		—		—		4,413,704
Other		737,899,814		426,782,503		689,559,954		28,548,254		64,367,461
Preferred Stocks:
Financials		—		—		—		—		50,537,778
U.S. Real Estate Investment Trust		—		2,000,872		—		—		—
Closed-End Funds:
Financials		—		—		—		—		85,002,197
Total for Level 1 Securities		1,303,598,580		564,795,438		1,309,449,432		180,025,457		291,804,308
Level 2: Other Significant Observable Inputs^†
Investments in Securities:
Common Stocks, Rights & Warrants:
Automotive		108,722,176		—		—		40,141,971		—
Building & Construction Products/Services		—		—		—		16,042,227		—
Capital Goods		—		—		—		15,128,562		—
Diversified Holding Companies		264,160,495		—		—		21,125,380		—
Diversified Operations		—		—		—		25,207,310		—
Financials		—		—		—		12,884,191		—
Forest Products & Paper		—		—		—		22,033,688		—
Household Appliances		—		—		—		10,289,371		—
Insurance		—		—		—		34,950,658		—
Investment Technology Services		—		—		—		13,091,173		—
Lodging & Hotels		—		—		50,588,157		—		—
Media		—		—		—		17,410,201		—
Metals & Mining		—		—		—		16,128,710		—
Non-U.S. Real Estate Investment Trusts		—		—		303,803,546		—		—
Non-U.S. Real Estate Operating Companies		147,105,665		—		508,773,685		—		—
Oil & Gas Production & Services		83,820,286		—		—		13,507,824		—
Pharmaceuticals		—		—		—		11,621,204		—
Real Estate		—		—		—		112,066,008		—
Retail-Supermarkets		—		—		20,045,350		—		—
Securities Brokerage		82,983,436		—		—		15,848,269		—
Telecommunications		54,227,744		—		—		38,686,044		—
Water Treatment Facilities and Chemicals		27,114,399		—		—		—		—
Preferred Stock:
Financials		—		—		—		—		5,886,450
Debt Securities issued by the U.S. Treasury and other government corporations and agencies:
Municipal Bonds		—		—		—		—		3,973,000
Corporate Bonds & Notes		—		—		—		—		2,197,693,168
Term Loans		—		—		—		—		149,655,539
Claims		29,559,109		—		—		—		168,637,500
Purchased Options:
Foreign Currency Put Options		—		—		77,063		—		—
Short Term Investments:
U.S. Government Obligations		—		—		99,996,014		—		—
Total for Level 2 Securities		797,693,310		—		983,283,815		436,162,791		2,525,845,657

Third Avenue Trust
Notes to Portfolios of Investments (continued)
July 31, 2014
(Unaudited)

Summary by level of inputs (continued)

	Third Avenue Value Fund		Third Avenue Small-Cap Value Fund		Third Avenue Real Estate Value Fund			Third Avenue International Value Fund		Third Avenue Focused Credit Fund
Level 3: Significant Unobservable Inputs
Investments in Securities:
Common Stocks & Warrants:
Consumer Products	$	26,318	$	—	$	—		$	—	$	—
Energy		—		—		—			—		16,728,082	*
Financial Insurance		259,000		—		—			—		—
Insurance & Reinsurance		76,500		—		—			—		—
Services		—		—		—			—		1,645,091
Telecommunications		—		—		—			—		—	*
Transportation		—		—		—			—		5,416,397
U.S. Real Estate Operating Companies		—		—		19,654,275			—		—
Utilities		—		—		—			—		7,104,606
Limited Partnerships:
Insurance & Reinsurance		108,321		—		—			—		—
Convertible Preferred Stocks:
Transportation		—		—		—			—		18,488,732
Preferred Stocks:
Energy		—		—		—			—		1,122,431
Corporate Bonds & Notes		6,649,871		—		38,564,542			—		105,613,171	*
Term Loans		—		—		3,713,191			—		99,826,934
Claims		—		—		—			—		17,006,105	*
Private Equities:
Automotive		—		—		—			—		12,500,000
U.S. Real Estate Operating Companies		—		—		129,812,476			—		—
Total for Level 3 Securities		7,120,010		—		191,744,484			—		285,451,549
Total Value of Investments	$	2,108,411,900	$	564,795,438	$	2,484,477,731		$	616,188,248	$	3,103,101,514
Investments in Other Financial Instruments:
Level 2: Other Significant Observable Inputs
Written Foreign Currency Options	$	—	$	—	$	(222,527	)	$	—	$	—
Forward Foreign Currency Contracts—Assets		—		—		5,830,303			—		2,965,882
Forward Foreign Currency Contracts—Liabilities		—		—		—			—		(618,443	)
Total Market Value or Appreciation/(Depreciation) of Other Financial Instruments	$	—	$	—	$	5,607,776		$	—	$	2,347,439

Please refer to the Portfolios of Investments for industry specifics of the portfolio holdings.

^†	The values of security that transferred from Level 1 on October 31, 2013 to Level 2 on July 31, 2014 for Third Avenue Value Fund, Third Avenue Real Estate Value Fund and Third Avenue International Value Fund were $977,979,052, $583,241,948, and $659,633,249, respectively. The transfers were due to the lack of quoted prices in active markets at period end.
*	Investments or includes investments fair valued at zero.

Transfers from Level 1 to Level 2, or from Level 2 to Level 1 are recorded utilizing values as of the beginning of the period.

Third Avenue Trust

Notes to Portfolios of Investments (continued)
July 31, 2014
(Unaudited)

Following is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:

Third Avenue Value Fund

	Common			Corporate			Limited
	Stocks			Bonds & Notes			Partnerships				Total
Balance as of 10/31/13 (fair value)
Consumer Products	$	26,318			$	3,691,276		$	—		$	3,717,594
Financial Insurance		812,000				—			—			812,000
Insurance & Reinsurance		65,025				—			169,492			234,517
Manufacturing Housing		85,815,088				—			—			85,815,088
Transfer out of Level 3^
Manufacturing Housing		(85,815,088	)			—			—			(85,815,088	)
Payment-in-kind
Consumer Products		—				608,118			—			608,118
Return of capital
Financial Insurance		(629,000	)			—			—			(629,000	)
Insurance & Reinsurance		—				—			(32,494	)		(32,494	)
Net change in unrealized gain/(loss)
Consumer Products		—				2,350,477			—			2,350,477
Financial Insurance		76,000				—			—			76,000
Insurance & Reinsurance		11,475				—			(28,677	)		(17,202	)
Balance as of 7/31/14 (fair value)
Consumer Products		26,318				6,649,871			—			6,676,189
Financial Insurance		259,000				—			—			259,000
Insurance & Reinsurance		76,500				—			108,321			184,821
Manufacturing Housing		—				—			—			—
Total	$	361,818			$	6,649,871		$	108,321		$	7,120,010
Net change in unrealized gain/(loss) related to securities still held as of July 31, 2014											$	2,409,275

^	Transfer out is recorded utilizing value as of the beginning of the period.

Third Avenue Real Estate Value Fund

	Common		Corporate
	Stocks		Bonds &		Private		Term
	& Warrants		Notes		Equities		Loans			Total
Balance as of 10/31/13 (fair value)
U.S. Real Estate Operating Companies	$	16,751,774	$	—	$	91,229,323	$	—		$	107,981,097
Transfer in to Level 3^
Non-U.S. Real Estate Operating Companies		—		27,030,454		—		—			27,030,454
Purchases
Non-U.S. Real Estate Operating Companies		—		4,632,347		—		3,783,925			8,416,272
Net change in unrealized gain/(loss)
Non-U.S. Real Estate Operating Companies		—		6,901,741		—		(70,734	)		6,831,007
U.S. Real Estate Operating Companies		2,902,501		—		38,583,153		—			41,485,654
Balance as of 7/31/14 (fair value)
Non-U.S. Real Estate Operating Companies		—		38,564,542		—		3,713,191			42,277,733
U.S. Real Estate Operating Companies		19,654,275		—		129,812,476		—			149,466,751
Total	$	19,654,275	$	38,564,542	$	129,812,476	$	3,713,191		$	191,744,484
Net change in unrealized gain/(loss) related to securities still held as of July 31, 2014										$	48,316,661

^	Transfer in is recorded utilizing value as of the beginning of the period.

Third Avenue Trust

Notes to Portfolios of Investments (continued)
July 31, 2014
(Unaudited)

Third Avenue Focused Credit Fund

	Corporate Bonds & Notes			Term Loans			Claims			Common Stocks and Warrants			Preferred and Convertible Preferred Stocks			Private Equities			Total
Balance as of 10/31/13 (fair value)
Aerospace	$	—		$	2,488,160		$	—		$	—		$	—		$	—		$	2,488,160
Energy		5,242,313			—			—			14,377,272	*		—			—			19,619,585
Financials		—			—			—			—			6,113,114	(a)		556,847			6,669,961
Healthcare		—			3,001,947			—			—			—			—			3,001,947
Metals & Mining		—			1,360,000			—			—			14,248,607	(a)		—			15,608,607
Technology		7,873,040			—			—			—			—			—			7,873,040
Transportation		—			—			—			4,592,162			14,320,558	(b)		—			18,912,720
Transfer in to Level 3^
Financials		18,817,355			—			—			—			—			—			18,817,355
Purchases
Automotive		—			—			—			—			—			8,800,000			8,800,000
Consumer Products		70,426,143			—			—			—			—			—			70,426,143
Energy		1,147,001			57,077,808			—			1,815,788	^‡		748,288	(a)		—			60,788,885
Financials		1,161,448			6,178,611			—			—			—			—			7,340,059
Food & Beverage		—			—			30,796,067	^†		—			—			—			30,796,067
Gaming & Entertainment		—			19,600,000			—			—			—			—			19,600,000
Healthcare		—			6,135,522			—			—			—			—			6,135,522
Media/Cable		—	^†		—			—			—			—			—			—
Services		—			—			—			2,095,119			—			—			2,095,119
Telecommunications		—			4,900,000			—			—	^†		—			—			4,900,000
Utliites		—			5,343,271			—			—	^†		—			—			5,343,271
Sales
Aerospace		—			(2,787,514	)		—			—			—			—			(2,787,514	)
Energy		—			—			—			(41,888	)		—			—			(41,888	)
Financials		—			—			—			—			(6,325,076	)(a)		(556,847	)		(6,881,923	)
Healthcare		—			(4,094,594	)		—			—			—			—			(4,094,594	)
Metals & Mining		—			(1,700,000	)		—			—			(14,040,735	)(a)		—			(15,740,735	)
Services		—			—			—			(2,241,750	)		—			—			(2,241,750	)
Bond discount
Energy		1,059			1,765,293			—			—			—			—			1,766,352
Payment-in-kind
Energy		216,940			—			—			—			—			—			216,940
Healthcare		—			3,266			—			—			—			—			3,266
Net change in unrealized gain/(loss)
Aerospace		—			3,342,564			—			—			—			—			3,342,564
Automotive		—			—			—			—			—			3,700,000			3,700,000
Consumer Products		(326,417	)		—			—			—			—			—			(326,417	)
Energy		(145,506	)		—			—			608,289			374,143	(a)		—			836,926
Financials		4,573,955			(121,690	)		—			—			(589,849	)(a)		25,573			3,887,989
Food & Beverage		—			—			(13,789,962	)		—			—			—			(13,789,962	)
Metals & Mining		—			127,990			—			—			762,659	(a)		—			890,649
Services		—			—			—			529,841			—			—			529,841
Technology		(7,769,255	)		—			—			—			—			—			(7,769,255	)
Telecommunications		—			37,500			—			—			—			—			37,500
Transportation		—			—			—			824,235			4,168,174	(b)		—			4,992,409
Utliites		—			—			—			7,104,606			—			—			7,104,606

Third Avenue Trust

Notes to Portfolios of Investments (continued)
July 31, 2014
(Unaudited)

Third Avenue Focused Credit Fund reconciliation of Level 3 investments (continued)

	Corporate Bonds & Notes			Term Loans			Claims			Common Stocks and Warrants			Preferred and Convertible Preferred Stocks			Private Equities			Total
Net realized gain/(loss)
Aerospace	$	—		$	(3,043,210	)	$	—		$	—		$	—		$	—		$	(3,043,210	)
Energy		—			—			—			(31,379	)		—			—			(31,379	)
Financials		—			—			—			—			801,811	(a)		(25,573	)		776,238
Metals & Mining		—			212,010			—			—			(970,531	)(a)		—			(758,521	)
Services		—			—			—			1,261,881			—			—			1,261,881
Technology		4,395,095			—			—			—			—			—			4,395,095
Balance as of 7/31/14 (fair value)
Aerospace		—			—			—			—			—			—			—
Automotive		—			—			—			—			—			12,500,000			12,500,000
Consumer Products		70,099,726			—			—			—			—			—			70,099,726
Energy		6,461,807			58,843,101			—			16,728,082	*		1,122,431	(a)		—			83,155,421
Financials		24,552,758			6,056,921			—			—			—			—			30,609,679
Food & Beverage		—			—			17,006,105	*		—			—			—			17,006,105
Gaming & Entertainment		—			19,600,000			—			—			—			—			19,600,000
Healthcare		—			5,046,141			—			—			—			—			5,046,141
Media/Cable		—	*		—			—			—			—			—			—
Metals & Mining		—			—			—			—			—			—			—
Services		—			—			—			1,645,091			—			—			1,645,091
Technology		4,498,880			—			—			—			—			—			4,498,880
Telecommunications		—			4,937,500			—			—	*		—			—			4,937,500
Transportation		—			—			—			5,416,397			18,488,732	(b)		—			23,905,129
Utliites		—			5,343,271			—			7,104,606			—			—			12,447,877
Total	$	105,613,171		$	99,826,934		$	17,006,105		$	30,894,176		$	19,611,163		$	12,500,000		$	285,451,549
Net change in unrealized gain/(loss) related to securities still held as of July 31, 2014																			$	(232,087	)

^*	Investments or include investments fair valued at zero.
^†	Investments or include Investments acquired through corporate actions with zero cost.
^‡	Includes investments acquired with zero cost.
^{^}	Transfer in is recorded utilizing value as of the beginning of the period.
(a)	Preferred Stocks
(b)	Convertible Preferred Stocks

Third Avenue Trust

Notes to Portfolios of Investments (continued)
July 31, 2014
(Unaudited)

Quantitative Information about Level 3 Fair Value Measurements

(amounts in thousands)

Third Avenue Value Fund	Fair Value at 7/31/14		Valuation Technique(s)	Unobservable Inputs(s)	Range (Weighted Average)
Other (b)	$	7,120
Third Avenue Real Estate Value Fund	Fair Value at 7/31/14		Valuation Technique(s)	Unobservable Inputs(s)	Range (Weighted Average)
Private Equities	$	129,812	Broker Quote	#	$4.50
Corporate Bonds		38,565	Broker Quote	#	$128.55
Common Stocks		19,654	Option Pricing Model (a)	Share volatility	0.3% (N/A)
Term Loans		3,713	Book Value	Restructuring value	$133.90-$133.97
	$	191,744
Third Avenue Focused Credit Fund	Fair Value at 7/31/14		Valuation Technique(s)	Unobservable Inputs(s)	Range (Weighted Average)
Corporate Bonds	$	70,099	Private Market Transaction	#	$103.78
Term Loans		58,843	Book Value	Restructuring value	1.0x (1.0x)
Corporate Bonds		24,553	Broker Quote	#	$128.55
Term Loans		19,600	Broker Quote	#	$98.00
Convertible Preferred Stocks		18,489	Broker Quote	#	$1,149.96-$1,525.08
Claims		17,006	Broker Quote	#	$0.00-$9.04
Term Loans		6,057	Book Value	Restructuring value	$133.89-$133.91
Common Stocks		5,416	Broker Quote	#	$1,149.98
Other (b)		65,389
	$	285,452

#	Valuation techniques and significant unobservable inputs used by third-party pricing vendors or brokers, which are described in Note 1, were not provided to the Adviser. The appropriateness of fair values for these securities is based on results of back testing, broker due diligence, unchanged price review and consideration of macro or security specific events.
(a)	Represents amounts used when the reporting entity has determined that market participants would take into account premiums or discounts, as applicable, when pricing the investments.
(b)	Includes securities less than 0.50% within each respective Fund.
	The significant unobservable inputs used in the fair value measurement of the Funds’ investments are listed above. Generally, a change in the assumptions used in any input in isolation may be accompanied by a change in another input. Significant changes in any of the unobservable inputs may significantly impact the fair value measurement. The impact is based on the relationship between each unobservable input and the fair value measurement. Significant increases (decreases) in enterprise multiples may increase (decrease) the fair value measurement. Significant increases (decreases) in the discount for marketability may decrease (increase) the fair value measurement.

Security transactions:

Security transactions are accounted for on a trade date basis.

Foreign currency translation and foreign investments:

The books and records of the Funds are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars as follows:

	•	*Investments and assets and liabilities denominated in foreign currencies:* At the prevailing rates of exchange on the valuation date.

	•	*Investment transactions:* At the prevailing rates of exchange on the date of such transactions.

Payment-in-kind Securities:

The Funds may invest in payment-in-kind securities (“PIKs”). PIKs give the issuer the option at each interest payment date of making interest payments in either cash or additional debt securities. Those additional debt securities usually have the same terms, including maturity dates and interest rates, and associated risks as the original bonds. The daily market quotations of the original bonds may include the accrued interest (referred to as a dirty price) and require a pro-rata adjustment from the unrealized appreciation or depreciation on investments to interest receivable.

Third Avenue Trust

Notes to Portfolios of Investments (continued)

July 31, 2014

(Unaudited)

Term loans:

The Funds typically invest in loans which are structured and administered by a third party entity (the “Agent”) that acts on behalf of a group of lenders that make or hold interests in the loan. These securities generally pay interest at rates which are periodically pre-determined by reference to a base lending rate plus a premium. These base lending rates are generally either the lending rate offered by one or more major European banks, such as the London Interbank Offered Rate (“LIBOR”) or the prime rate offered by one or more major United States banks, or the certificate of deposit rate.

These securities are generally considered to be restricted, as the Funds are ordinarily contractually obligated to receive approval from the Agent bank and/or borrower prior to disposition. Remaining maturities of term loans may be less than the stated maturities shown as a result of contractual or optional payments by the borrower. Such prepayments cannot be predicted with certainty. The interest rate disclosed reflects the rate in effect on July 31, 2014.

Forward foreign exchange contracts:

The Funds may be exposed to foreign currency risks associated with portfolio investments and therefore may use forward foreign currency contracts to hedge or manage these exposures. The Funds also may buy forward foreign currency contracts to gain exposure to currencies. Forward foreign currency contracts are valued at the forward rate and are marked-to-market daily. The change in market value is included in unrealized appreciation/(depreciation) on investments and foreign currency translations. When the contract is closed, the Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

The use of forward foreign currency contracts does not eliminate fluctuations in the underlying prices of the Funds’ portfolio securities, but it does establish a rate of exchange that can be achieved in the future. Although forward foreign currency contracts limit the risk of loss due to a decline in the value of the hedged currency, they also limit any potential gain that might result should the value of the currency increase. In addition, the Funds could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts.

During the period ended July 31, 2014, Third Avenue Real Estate Value Fund, Third Avenue International Value Fund and Third Avenue Focused Credit Fund used forward foreign currency contracts for hedging against foreign currency risks. As of July 31, 2014, the Third Avenue International Value Fund no longer held any forward foreign currency contracts.

Option contracts:

The Funds may purchase and sell (“write”) put and call options on various instruments including investments, indices, and foreign currency to manage and hedge exchange rate risks within their portfolios and also to gain long or short exposure to the underlying instruments.

An option contract gives the buyer the right, but not the obligation, to buy (call) or sell (put) an underlying item at a fixed exercise price on a certain date or during a specified period. The cost of the underlying instruments acquired through the exercise of a call option is increased by the premiums paid. The proceeds from the underlying instruments sold through the exercise of a purchased put option are decreased by the premiums paid. Investments in over-the-counter option contracts require the Funds to fair value or mark-to market the options on a daily basis, which reflects the change in the market value of the contracts at the close of each day’s trading. The cost of purchased options that expire unexercised are treated by the Funds, on expiration date, as realized losses on investments or foreign currency transactions.

When the Funds write an option, an amount equal to the premium received by the Funds is recorded as a liability and is subsequently adjusted to the current fair value of the option written. Premiums received from writing options that expire unexercised are treated by the Funds, on the expiration date, as realized gains on written options or foreign currency. The difference between the premium and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or, if the premium is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security or currency in determining whether the Funds have a realized gain or loss. If a put option is exercised, the premium reduces the cost basis of the security or currency purchased by the Funds. In purchasing and writing options, the Funds bear the market risk of an unfavorable change in the price of the underlying security or the risk that the Funds may not be able to enter into a closing transaction due to an illiquid market. Exercise of a written option could result in the Funds purchasing a security or currency at a price different from the cur-

Third Avenue Trust

Notes to Portfolios of Investments (continued)

July 31, 2014

(Unaudited)

rent market value. The Funds may execute transactions in both listed and over-the-counter options. Listed options involve minimal counterparty risk since listed options are guaranteed against default by the exchange on which they trade. When purchasing over-the-counter options, the Funds bear the risk of economic loss from counterparty default, equal to the market value of the option.

During the period ended July 31, 2014, Third Avenue Real Estate Value Fund and Third Avenue International Value Fund used purchased options on foreign currency for hedging purposes and/or to protect against losses in foreign currencies. As of July 31, 2014, the Third Avenue International Value Fund no longer held any purchased options on foreign currency.

During the period ended July 31, 2014, Third Avenue Real Estate Value Fund used written call options on foreign currency for hedging purposes and written put options on equities to gain long exposure to the underlying instruments. As of July 31, 2014, the Third Avenue Real Estate Value Fund no longer held any written put options on equities.

2. INVESTMENTS

Unrealized appreciation/(depreciation):

The following information is based upon the book basis of investment securities as of July 31, 2014:

	Value Fund			Small-Cap Value Fund			Real Estate Value Fund			International Value Fund			Focused Credit Fund
Gross unrealized appreciation	$	680,222,519		$	140,142,307		$	701,749,201		$	96,595,938		$	280,512,864
Gross unrealized depreciation		(192,462,374	)		(8,064,197	)		(33,078,561	)		(61,408,905	)		(154,595,995	)
Net unrealized appreciation/(depreciation)	$	487,760,145		$	132,078,110		$	668,670,640		$	35,187,033		$	125,916,869
Aggregate book cost	$	1,620,651,755		$	432,717,328		$	1,815,807,091		$	581,001,215		$	2,977,184,645

3. COMMITMENTS AND CONTINGENCIES

At July 31, 2014, Third Avenue Focused Credit Fund had the following commitments and contingencies:

Issuer

Type

Amount of
Commitment

Funded
Commitment

Value of
Segregated Securities

Longview Power LLC

Debtor-In-Possession Loan

$13,818,803

$5,343,271

$8,475,532

In the normal course of business, the Funds enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. However, based on experience, the Funds expect the risk of loss to be remote.

For additional information regarding the accounting policies of the Funds, refer to the most recent financial statements in the N-CSR filing at www.sec.gov.

Martin J. Whitman — Chairman of the Board
David M. Barse — President, Chief Executive Officer
Vincent J. Dugan — Chief Financial Officer, Treasurer
Michael A. Buono — Controller
W. James Hall — General Counsel, Secretary
Joseph J. Reardon — Chief Compliance Officer

BNY Mellon Investment Servicing (U.S.) Inc.
P.O. Box 9802
Providence, RI 02940-8002
610-239-4600
800-443-1021 (toll-free)

JPMorgan Chase Bank, N.A.
14201 Dallas Parkway, 2nd Floor
Dallas, TX 75254

Third Avenue Management LLC is a New York-based global asset manager that has adhered to a proven value investment philosophy since its founding in 1986. Third Avenue’s disciplined approach seeks to maximize long-term, risk-adjusted returns by focusing on corporate financial stability, and price conscious, opportunistic security selection throughout the capital structure. The firm offers its services to private and institutional clients, and had approximately $13 billion in assets under management as of July 31, 2014.

(a) The Trust’s principal executive officer and principal financial officer have evaluated the Trust’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “Act”)) within 90 days of this filing and have concluded that the Trust’s disclosure controls and procedures (required by Rule 30a-3(b) under the Act) are reasonably designed to ensure that information required to be disclosed by the Trust in this Form N-Q is recorded, processed, summarized, and reported within the required time periods and that information required to be disclosed by the Trust in the report that it files or submits on Form N-Q is accumulated and communicated to the Trust’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

(b) The Trust’s principal executive officer and principal financial officer are aware of no changes in the Trust’s internal control over financial reporting that occurred during the Trust’s most recently ended fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.

Separate certifications of the Principal Executive Officer and Principal Financial Officer pursuant to Rule 30a-2(a) under the Act.

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

622 Third Avenue, 32^nd Floor, New York NY		10017
(Address of principal executive offices)		(Zip code)

W. James Hall III, General Counsel, 622 Third Avenue, New York NY		10017
(Name and address of agent for service)

BDR:	Brazilian Depositary Receipt.
(a)	Non-income producing security.
(b)	Affiliated issuers - as defined under the Investment Company Act of 1940 (ownership of 5% or more of the outstanding voting securities of these issuers).
(c)	Security is a Real Estate Investment Trust.
†	U.S. issuer unless otherwise noted.

	% of
	Net Assets
Germany		14.45	%
Singapore		11.08
Japan		7.60
United States		7.07
France		7.00
New Zealand		5.58
United Kingdom		5.39
Canada		5.02
Bermuda		4.30
Hong Kong		3.99
India		3.97
Brazil		3.59
Switzerland		3.35
Austria		3.06
Chile		2.55
Greece		2.54
Argentina		2.45
Netherlands		2.04
Italy		1.63
Belgium		0.94
Total		97.60	%


If you would like further information about Third Avenue Funds, please contact your relationship manager or email clientservice@thirdave.com

(Registrant):	Third Avenue Trust

By:	/s/ David M. Barse
Name:	David M. Barse
Title:	Principal Executive Officer
Date:	September 15, 2014